Head of Governance

• Head of Governance role- UK Social Housing
• Legal/ Company Secretarial 
• Competitive salary & benefits 

Leading UK social housing company is looking to hire a lawyer to act as Head of Governance for their UK business. This role will be based in Glasgow with hybrid-working also available. 

Role Profile:

• The Head of Governance will lead the strategic and operational governance for the business and will ensure we deliver effective operational governance and secretariat services to all Group subsidiaries. They will oversee and develop the approach to the regulatory compliance across group and the ongoing oversight of the Group’s policy framework.
• The post holder will act under approval from the Group Board, as an authorised Company Secretary of Group Board and subsidiary Boards as required.  This will require expert knowledge of the Group’s governance and in-depth knowledge of regulatory environments.

The role will include Corporate Governance Structure, Framework and practices which deliver best in class corporate governance. Lead the development of and structured approach to the Group’s corporate governance framework including:

• Leading periodic strategic governance reviews. 
• Ensuring arrangements are in place to cascade our governance framework to all appropriate staff.
• Developing appropriate staff training, guidance, procedures and development programmes to ensure the necessary organisational knowledge and capability.
• Under Board approval, act as an authorised Secretary for all entities across the Group.
• Develop and maintain the Group’s three-year succession plan for Boards across the Group and lead the recruitment of Non-Executive Directors in line with the plan.
• Ensure Board succession planning takes cognisance of the Group’s commitment to Equality, Diversity and Inclusion. 
• Establish a structured Continuous Professional Development programme for Non-Executive Directors, including the induction process. 
• Attend Board and Executive Team meetings to present and make recommendations on governance related matters.
• Lead the planning and delivery of major changes to the group governance structure.
• Actively develop opportunities to innovate in governance, including opportunities for accreditation and strategic partnerships.
• Undertake periodic benchmarking of the Group’s governance framework against best practice and make recommendations for how the Group can strengthen its governance arrangements.

Group lead for all regulatory compliance related issues:

• Develop and implement a new Group wide approach to regulatory compliance, including agreement with relevant Boards of a robust approach to regulatory compliance self-assessments including, identifying any areas where we can strengthen compliance and making recommendations for improvement. 
• Oversee the development of a reporting structure and associated controls to reflect all Financial Conduct Authority (FCA), Charity, Companies Act and Stock Exchange compliance requirements, including all necessary returns, declarations, consents and corporate filing.
• Draft and present clear and concise reports and associated recommendations to Boards, Executive and senior management on regulatory compliance related matters.
• Undertake first line review of Board and Committee reports to ensure they appropriately report and address regulatory compliance related issues.
• Lead group wide multi-disciplinary projects providing expert support and input on compliance related matters. 
• Engage with and as required commission, external professional advisors on compliance related matters.
• Lead the engagement on regulatory compliance related matters with regulators and key stakeholders including Scottish Housing Regulator (SHR), Office of Scottish Charity Regulator (OSCR), Financial Conduct Authority (FCA) and the Scottish Government.

Group Policy Framework:

• Be the lead officer in the Group for policy, including the maintenance of the group wide approach to the development, review, and implementation of policies.  
• Ensure there is a structured approach to the roll out of policies across the Group, including a coordinated approach to staff communication, training, and compliance.
• Ensure that all relevant policies are published under the requirements of the Group Publication Scheme.

Internal Governance:

Lead and manage the development of the Group’s internal governance arrangements, including:

• Linking governance planning to Group wide strategic planning activity.
• Integration of the Group Delivery Plan, Board and Committee activities, annual regulatory and compliance requirements and Executive Team activity into a single Corporate Planner, working with senior managers and reporting to DMTs to maintain the planner and ensure effective, crisp decision making by the appropriate body.
• Developing clear governance instruments and associated schemes of delegations and authorising matrices to record decision making authorities.
• Advising senior managers on the appropriate decision-making structures.
• Undertake periodic reviews of the effectiveness of the Group’s internal governance arrangements.
• Ensure there are appropriate Business Continuity arrangements in place, including the link to the wider Group Business Continuity Plan.
• Undertake periodic reviews of the risk register and identify risks and potential mitigations.
• Oversee the information review process, including identifying matters of sensitivity which require Group Executive engagement and approving responses where required.

Lead the delivery of an effective Group Secretariat support function for the Group and Subsidiary Board and Committees, Group Executive Team and managers across the group: 

Lead the delivery of the Group’s secretariat and administrative support service Act as the governance lead on Boards and Committees which require a senior level resource due to their scale, complexity or level of direct governance involvement required, including:

• Act as the principal point of contact for Lead Officers, Lead Executives and Chairs in relation to Board meetings. 
• Attending and minuting Board meetings, recording actions and managing the discharge of all actions within agreed timescales.
• Advising the Board and senior staff on governance related issue
• Presenting Board reports on governance related matters.
• Quality assure and act as a ‘clearing house’ for reporting to all subsidiary Boards including leading the development and embedding of core standards in reporting
• Set and embed standards for the secretariat function across the Group.
• Regularly review the Group’s secretariat service and identify ways to continuously improve the service.
• Coordinate the development of all subsidiary Board agendas across the Group, ensuring that: Agendas are timeously approved by the Group Executive: Items are appropriately and timeously escalated to or cascaded from the Group Board.
• Action points are actioned timeously.
• Build relationships with Board Director and senior management across the group to promote a culture of strong governance

Company Secretarial:

Act as a Board authorised Secretary on a wide range of matters, including:

• Reviewing and executing legal documents as the Company Secretary.
• Discharging legal and regulatory obligations reserved to the Company Secretary. 
• Advising senior staff and Boards on Company Secretarial matters.
• Create a structured approach to ensure the maintenance and accuracy of corporate registers, including, but not limited to, Company Books, Statutory Registers, Corporate Registers such as Scheme of Financial Delegation, authorised signatories and Register of Leases.
• Advise and support the Group Company Secretary on company secretarial matters, including working with external legal advisors in the drafting of corporate approvals.
• Liaise with external auditors.

Candidate Requirements:

Essential:

• Qualified solicitor.
• Experience in providing expert advice to senior leaders on corporate regulatory compliance and governance related issues.
• Experience in drafting and presenting reports for senior leaders, Executive and Boards on governance, regulation and compliance related matters which will be required as evidence for regulators.
• Experience of working with and reporting to Boards and Committees.
• Track record of developing and implementing corporate regulatory compliance plans, policies and procedures covering multiple regulatory and compliance environments.
• Track record of leading successful multi-disciplinary projects. 
• Proven track record of working under pressure and delivering excellent results.

Desirable:

• Experience operating within the social housing and property management regulatory environment.
• Experience in providing governance, regulatory and compliance related input on complex transactions and projects, including: corporate restructures; constitutional partnerships; development and construction programmes; and borrowing, including bilateral transactions and capital market fundraising.
• Track record of carrying out a governance managerial role within a similar size and scale organisation.
• Track record of leading a secretariat support function for large Group of Boards and Committees.
• Experience in leading, coaching and managing staff

On Offer:

• On offer is a competitive salary and benefits package. 

To Apply:

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